<PAGE>

                                                                   EXHIBIT 10.15

                                 FIRST AMENDMENT
                                     TO THE
                 RETIREMENT PLAN FOR EMPLOYEES OF WERNER HOLDING
                                COMPANY (DE),INC.

         WHEREAS, Werner Holding Company (DE) (the "Company") maintains the
Retirement Plan for Employees of Werner Holding Company (DE), Inc. (As Amended
and Restated Effective December 31, 2000) (the "Plan") for its eligible
employees; and

         WHEREAS, pursuant to Section 9.01 of the Plan, the Company has reserved
the right to amend the Plan; and

         WHEREAS, the Company deems it appropriate to amend the Plan as
requested by the Internal Revenue Service in connection with the Plan's
application for a determination letter evidencing its compliance with The
Uruguay Round Agreements Act, The Uniformed Services Employment and Reemployment
Rights Act of 1994, The Small Business Job Protection Act of 1996, The Taxpayer
Relief Act of 1997, The Internal Revenue Service Restructuring and Reform Act of
1998 and The Community Renewal Tax Relief Act of 2000;

         NOW, THEREFORE, BE IT RESOLVED that the Plan is amended as follows,
effective as set forth herein:

1.       Effective January 1, 1997, Section 1.13 is amended to read as follows:

         EMPLOYEE means any person employed by the Employer. Employee shall also
         include any "leased employee" deemed to be an Employee of the Employer.
         The term "leased employee" means any person (other than an employee of
         the Employer or any Related Employer) who, pursuant to an agreement
         between the Employer or a Related Employer (the "recipient") and any
         other person ("leasing organization"), has performed services for the
         recipient on a substantially full-time basis for a period of at least
         one (1) year, and such services are performed under the primary
         direction or control of the recipient. A leased employee shall not be
         considered an employee of the recipient if: (1) such leased employee is
         covered by a money purchase plan providing: (i) a nonintegrated
         employer contribution rate of at least ten percent (10%) of
         compensation, as defined in Section 415(c)(3) of the Code, but
         including amounts contributed pursuant to a salary reduction agreement
         which are excludable from the leased employee's gross income under
         Section 125, Section 402(e)(3), Section 402(h)(l)(B) or Section 403(b)
         of the Code, (ii) immediate participation, and (iii) full vesting; and
         (2) leased employees do not constitute more than twenty percent (20%)
         of the recipient's nonhighly compensated work force.

<PAGE>

2.       Section 2.01(c) is amended to read as follows:

         Leased employees as defined in Section 1.13 shall not be eligible to
         participate in the Plan.

3.       Effective January 1, 2001, Section 4.09(a)(l) is amended to read as
         follows:

         Effective January 1, 1998, a Participant's wages, salaries, fees for
         professional services, any elective deferrals as defined in Section
         402(g)(3) of the Code, any amount which is contributed or deferred by
         the Participating Employer or an Affiliate at the election of the
         Participant and which is not includable in the gross income of the
         Participant by reason of Section 125 of the Code, and other amounts
         received (without regard to whether or not an amount is paid in cash)
         for personal services actually rendered in the course of employment
         with the Participating Employer or Affiliate to the extent that the
         amounts are includable in gross income (including, but not limited to,
         commissions paid to salesmen, compensation for services on the basis of
         a percentage of profits, commissions on insurance premiums, tips,
         bonuses, fringe benefits, reimbursements, and expense allowances), and
         effective for Limitation Years beginning on or after January 1, 2001,
         elective amounts that are not includable in the Employee's gross income
         by reason of Section 132(f)(4) of the Code;

4.       Effective as provided below, Section 5.06(b) is amended by revising the
         second paragraph thereof to read as follows:

         If the single sum Actuarial Equivalent of a Participant's benefit
         exceeds:

         (1)      for Plan Years beginning before January 1, 1998, three
                  thousand five hundred dollars ($3,500) (or exceeded three
                  thousand five hundred dollars ($3,500) at the time of any
                  prior distribution);

         (2)      for Plan Years beginning on or after January 1, 1998, five
                  thousand dollars ($5,000) (or exceeded five thousand dollars
                  ($5,000) at the time of any prior distribution); and

         (3)      for Plan Years beginning on or after January 1, 1998 and for a
                  distribution made after October 16, 2002, five thousand
                  dollars ($5,000);

         and the Annuity Starting Date precedes his Normal Retirement Date, then
         such Participant must consent in writing to the early commencement of
         benefits. His spouse must also consent in writing to the early
         commencement of benefits unless payment is made in the form of a Joint
         and Survivor Annuity.

5.       Effective as provided below, Section 5.06(d) is amended to read as
         follows:

         If the single sum Actuarial Equivalent value of any benefit that is not
         yet in pay status:

         (1)      for Plan Years beginning before January 1, 1998, is three
                  thousand five hundred dollars ($3,500) or less (or did not
                  exceed three thousand five hundred dollars ($3,500) at the
                  time of any prior distribution);

                                       2
<PAGE>

         (2)      for Plan Years beginning on or after January 1,1998, is five
                  thousand dollars ($5,000) or less (or did not exceed five
                  thousand dollars ($5,000) at the time of any prior
                  distribution); and

         (3)      for Plan Years beginning on or after January 1,1998 and for a
                  distribution made after October 16, 2002, is five thousand
                  dollars ($5,000) or less;

         the Retirement Board shall direct the Trustee to pay such benefit with
         respect to the terminated participant or Beneficiary as soon as
         practicable (whether or not the Participant has reached a retirement
         date) in a single sum cash payment which shall be the Actuarial
         Equivalent of the retirement income otherwise payable. For purposes of
         this paragraph, if the present value of a Participant's vested Accrued
         Benefit is zero (0), the Participant shall be deemed to have received a
         distribution of such vested Accrued Benefit under this paragraph (e).

         IN WITNESS WHEREOF, the Company has caused its duly authorized officer
to execute this First Amendment this________day of________ , 2003.

                                           Werner Holding Company (DE), Inc.

                                           By: _________________________________

                                           Title: ______________________________

                                       3